Dilution profile // every instrument, one screen, from SEC filings

Immuneering Corp (IMRX)

CIK 1790340 · all EDGAR filings →

Overall dilution risk
HIGHworst of 3 computed signals (offering ability)
= the worst band among the computed sub-ratings, no hidden weighting
not every sub-rating was computable; treat as a floor
Offering ability
HIGH$349M registered
= total registered offering amount from the fee exhibits of live registrations (bands: $1M / $20M)
registered capacity, not remaining: amounts already taken down are not subtracted yet
Overhead supply
LOWwarrants = 1% of O/S
= warrant shares outstanding divided by current shares outstanding (bands: 20% / 50%)
warrants only; converts, ATMs and equity lines are not in free structured data, so the true overhead is AT LEAST this
Historical dilution
NOT COMPUTEDunder 3 years of share history on file
= share count now vs 3 years ago
Cash need
MEDIUM~10.9 months of runway
= cash vs trailing operating burn (bands: 6mo / 24mo; positive operating CF = low)
the company itself flagged going-concern doubt

Same rating bands the category standard uses, but free, with the formula on the chip and the gaps in the data said out loud.

Shares outstanding over time

Fewer than two cover-page share counts on file, so there is no history to chart.

Cash runway

Going-concern warning

auditor flagged substantial doubt

The company itself flagged going-concern doubt in a filing.

Full breakdown: cash runway tool · source filing →

Warrants

TrancheWarrantsExercise priceTermNotes
Purchase Warrants2.8M$5.5
Pre Funded Warrants1.1M$3.949

Tranches exactly as the company dimensioned them in its 10-Q filed Aug 5, 2026. Groupings can overlap (a “Series E and F” row is not additive with a “Series E” row), so do not sum this column. A tranche the filer did not tag is absent here, not absent from the cap table. DOWN-ROUND = the filer tagged price-protection accounting scoped to that tranche.

Warrants outstanding: 308,308 underlying shares, as reported Jun 30, 2021 (10-Q).

Reported exercise price: $3.01 (aggregate figure as tagged; individual tranches vary).

Balance-sheet fair value of warrants: $0 as of Dec 31, 2021.

Rough fully diluted estimate: 26.2M = 25.9M O/S + 308,308 warrant shares. An estimate, not a filing figure: it ignores converts, options and RSUs, and the two inputs carry different as-of dates.

Convertible notes

No convertible-note facts tagged in the 10-Q filed Aug 5, 2026. If convertible notes exist, their terms live in exhibit prose for this filer and are not parsed; absence of a tag is not proof of absence. The exhibits are the ground truth.

Fully diluted build-up

Shares outstanding plus every potential-share instrument the filer tagged in XBRL, each at its own as-of date. An estimate assembled from filed figures, not a filing figure itself.

Shares outstanding25.9MSep 3, 2021
+ Purchase Warrants (if exercised)2.8MJun 30, 2026
+ Pre Funded Warrants (if exercised)1.1MOct 6, 2025
Fully diluted estimate29.9M+15.1% vs O/S

Still excluded, because the filer does not tag them in countable form: employee options and RSUs, any instrument living only in exhibit prose, and instruments above missing a share count. Inputs carry different as-of dates, shown per row. Each figure traces to the tranche and note tables above and their cited filings.

Registrations and offerings

Registered offering capacity on live registrations: $349.1Mfrom the structured fee exhibits; registered is not remaining, takedowns are not subtracted

S-3Sep 3, 2025$49.1M registeredfiling →
S-3Aug 13, 2025$300.0M registeredfiling →

Last 12 months: 4 executed · 1 registered.

MARKETINGSep 25, 2025Free-writing prospectus — offering being marketedFWP
EXECUTEDSep 25, 2025Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
EXECUTEDSep 24, 2025Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDSep 24, 2025Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
MARKETINGSep 24, 2025Free-writing prospectus — offering being marketedFWP
UPDATESep 8, 2025Prospectus update — often a resale registration, not necessarily new capital424B3
EFFECTIVESep 8, 2025SEC declared a registration effective — selling can beginEFFECT
REGISTEREDSep 3, 2025S-3 registration — capacity to sell shares, not a sale yetS-3
EXECUTEDAug 25, 2025Unregistered share sale disclosed (8-K item 3.02)8-K
EFFECTIVEAug 20, 2025SEC declared a registration effective — selling can beginEFFECT
REGISTEREDAug 13, 2025S-3 registration — capacity to sell shares, not a sale yetS-3
EXECUTEDJun 23, 2025Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5

Full history and shelf status: offering checker · S-3 shelf checker

Source: SEC EDGAR XBRL company facts and filing metadata, fetched live and cached briefly. Share counts are cover-page figures with their form named. Warrant tranches and convertible notes come from the dimensioned facts in the latest 10-Q/10-K instance document, exactly as the company tagged them; untagged tranches and notes are absent, not disproven. Nothing on this page is manually verified and nothing is behind a login: what free data supports is shown, what it cannot support is stated. Not investment advice.

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